Exhibit 10.13
EMPLOYMENT AGREEMENT
PREAMBLE
This Employment Agreement ("Employment Agreement") is made and entered into
as of the 18th day of October, 2004 (the "Agreement Date") by and among Xxxxx X.
Xxxx, an adult individual ("Wing"), and ATA Holdings Corp., an Indiana
corporation ("ATAH").
RECITALS
WHEREAS:
(A) Wing was formerly employed by ATAH as its Executive Vice President and
Chief Financial Officer and was formerly a member of ATAH's board of
directors.
(B) Wing ceased to be an ATAH employee on or about June 24, 2004, and also
subsequently ceased to be member of ATAH's board of directors.
(C) ATAH desires that Wing return to employment with ATAH as its Executive
Vice President and Chief Financial Officer.
(D) Wing desires to return to employment with ATAH as its Executive Vice
President and Chief Financial Officer.
(E) ATAH's board of directors has approved this Employment Agreement and
appointed Wing Executive Vice President and Chief Financial Officer
effective upon execution of this Employment Agreement.
AGREEMENTS
NOW, THEREFORE, in consideration of the premises and the mutual agreements
set forth below, the parties agree as follows:
Section 1. Appointment. Wing will become employed by ATAH effective on
the Agreement Date and will assume the duties and responsibilities of
ATAH's Executive Vice President and Chief Financial Officer upon execution
of this Employment Agreement. Wing will thereafter serve as ATAH's
Executive Vice President and Chief Financial Officer until the earlier of
such time as: (a) Wing resigns or otherwise voluntarily terminates his
employment with ATAH; or (b) ATAH's board of directors terminates Wing's
employment, removes him from office, or appoints him to another position.
Section 2. Signup Bonus. As an inducement to Wing to accept employment
with ATAH, ATAH agrees to pay Wing a signup bonus in the amount of One
Hundred Fifty-Seven Thousand Five Hundred Dollars ($157,500). The signup
bonus will be paid to Wing, less appropriate payroll withholdings and
deductions, including for federal, state and local taxes and contributions,
by wire transfer (in accordance with wire transfer instructions to be
provided by Wing) upon execution of this Employment Agreement.
Section 3. Salary and Benefits. Wing's annual salary and benefits as
ATAH's Executive Vice President and Chief Financial Officer shall be as
established from time to time by ATAH's board of directors and/or
compensation committee. Wing's beginning annual salary will be $315,000 per
year. As with other ATAH officers, Wing's salary and benefits will be
subject to change from time to time, with or without notice, by ATAH's
board of directors and/or compensation committee. During his tenure as
ATAH's Executive Vice President and Chief Financial Officer, Wing will be
afforded the same benefits as other comparable senior executives of ATAH
(not including the offices of Chief Executive Officer, President and
Chairman of the Board of Directors). Wing's benefits and seniority will be
retroactive to June 24, 2004, with no break in service.
Section 4. Key Employee Retention Plan. It is presently contemplated
that ATAH and/or subsidiaries of ATAH (collectively, "ATA") may implement a
Key Employee Retention Plan ("KERP") in the near future. If and when ATA
implements a KERP, Wing will be offered the opportunity to enter into a Key
Employee Retention Plan Agreement on the same terms and conditions offered
to other ATAH senior executives.
Section 5. Public Announcement. Wing's return as ATAH's Executive Vice
President and Chief Financial Officer will be publicly announced in the
form attached hereto as Exhibit A at such time as ATAH's board of directors
determines to be appropriate but in no event later than four (4) business
days after the Agreement Date.
Section 6. Enforcement. In the event of a material breach of this
Employment Agreement, the non-breaching party will be entitled to all
available remedies at law and equity, including recovery of damages, as
well as reasonable attorneys' fees and expenses in connection with any
action or proceeding to enforce or otherwise seek redress for any material
breach of this Employment Agreement.
Section 7. Governing Law. The parties agree that this Employment
Agreement is governed in all respects (including matters of enforceability,
construction and interpretation) by the internal laws of the State of
Indiana, without regard to conflict of laws principles.
Section 8. Counterparts. This Employment Agreement may be executed in
counterparts, each of which will be deemed an original and all of which
together constitute a single, complete instrument.
Section 9. Headings. The parties mutually agree and acknowledge that
the section headings in this Employment Agreement are for convenience only
and do not constitute a substantive part of this Employment Agreement.
Section headings shall not be considered when interpreting or construing
any provision of this Employment Agreement.
IN WITNESS WHEREOF the parties have executed this Employment Agreement on
the date(s) set forth below.
Dated: October 18, 2004 /s/Xxxxx X. Xxxx
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Xxxxx X. Xxxx
ATA HOLDINGS CORP.,
an Indiana corporation
Dated: October 19, 2004 By:/s/Xxxxxxx X. Xxxxx
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Printed: Xxxxxxx X. Xxxxx
Title: Executive Vice President &
Chief Financial Officer
